All Singapore companies must file the annual return after holding an annual general meeting “AGM” annually unless it meets the exemption of section 175A of the Act.
The AGM is held mainly for the directors of the company to present the financial statements to the shareholders. The shareholders will be provided an opportunity to raise questions on all governance and financial performance-related matters. Shareholders of the company also get to vote during the AGM on important agendas and decisions of the company. (i.e appointment of a director, removal of a director, and certain other information.
Once the annual general meeting is completed, the company has to file the annual return with the Accounting and Corporate Regulatory Authority (ACRA) as per Section 175A of the Companies Act (Cap. 50). This annual return must be filed with ACRA within five months of the end of the financial year for listed firms and seven months for other companies.
AGM and Annual Return Deadline
If your company is publicly listed on the Singapore stock exchange (SGX), you must hold an AGM within four months of the end of the financial year and file your annual return within five months of the end of the financial year.
If you are unlisted, you must hold an AGM within six months of the end of the financial year and file your annual return within seven months of the financial year-end.
AGM Dispensing
A private company can be exempted from holding an AGM if it meets the following exemptions as per Secti9on 175A of the companies act.
The company must meet the following conditions to be exempted from holding an AGM.
- The company must be a private company.
- All the members of the company have approved by a written resolution that it agrees to dispense the holding of AGM.
The company must also send its financial statements to the shareholders/members within five months from the financial year-end. - The company must also be a private dormant company that is exempted from preparing the financial statements.
AGM extension
Should you need to extend the time of AGM, you are able to apply for an extension of time (EOT) which can be up to 60 days. The EOT can be filed by a company officer, such as the director or company secretary. The application must be submitted before the financial year-end. The application will cost you 200 SGD.
Here are the steps to apply for an EOT;
- Click on a Bizfile
- Select Local Company, which is under File eServices.
- Select Extension of Time for AGM/Annual Return, which is under Annual Filing.
- Provide reasons.
- Verify the transaction.
AGM failure penalty
Directors who fail to fulfill the AGM rules can be prosecuted in court, as well as being disqualified or barred from serving on the board. A composition fine can also be issued by ACRA.
Annual return filing
An annual return comprises the important details of the company, such as the list of directors, secretaries, shareholders, as well as the dates of financial statements. The file needs to be lodged with ACRA. Here are the steps for filing annual returns;
- Click on a Bizfile
- Select Local Company, which is under File eServices.
- Select Annual Return by Local Company, under Annual Filing.
An annual return filing extension
Companies can seek an extension which can be up to 60 days. As the application can take up to 14 working days to process, you should submit it at least 14 working days before the deadline. The EOT will also cost you 200 SGD. Here are the steps for requesting an extension;
- Click on a Bizfile
- Select Local Company, which is under File eServices.
- Select Extension of Time for AGM/Annual Return, which is under Annual Filing.
- Provide reasons.
- Verify the transaction.
If your company has not filed its annual returns for more than one financial year, you must first file the overdue annual returns before moving on to the most recent fiscal year’s annual return.
Annual return filing failure
Annual returns must be filed on time by all businesses. Companies that file annual returns after the due date will be issued with a fine which can be up to S$600 for each late filing.
